SEC FILE NO. 33-847
                                                           SEC FILE NO. 33-56094
                                                           SEC FILE NO. 33-67852
                                                           SEC FILE NO. 33-91706
                                                           SEC FILE NO. 2-34552

                                  PILGRIM FUNDS

           Supplement dated January 28, 2000 to the Class Q Prospectus
                              dated January 4, 2000

1.   CLOSURE OF PILGRIM SMALLCAP OPPORTUNITIES FUND

     Pilgrim  SmallCap  Opportunities  Fund ("SmallCap  Opportunities")  will be
closed  to  new  investors  effective  February  29,  2000.  Investors  who  are
shareholders of SmallCap  Opportunities on February 29, 2000 may continue to buy
shares  after  that  date  into   accounts   existing  on  that  day.   SmallCap
Opportunities may reopen in the future subject to the discretion of the Board of
Trustees.

2.   TERMINATION  OF  SUB-ADVISER  FOR  PILGRIM  MIDCAP  GROWTH FUND AND PILGRIM
     SMALLCAP GROWTH FUND

     Effective March 31, 2000,  Nicholas-Applegate  Capital Management  ("NACM")
will no longer  serve as  Sub-Adviser  of Pilgrim  MidCap  Growth Fund  ("MidCap
Growth  Fund")  and  Pilgrim  SmallCap  Growth  Fund  ("SmallCap  Growth  Fund")
(collectively,  the "Funds").  NACM currently serves as a Sub-Adviser to Pilgrim
Investments,  Inc. ("Pilgrim Investments") which is the Adviser for those Funds.
Effective April 1, 2000,  Pilgrim  Investments  will manage directly these Funds
pursuant to its existing Investment  Management  Agreement.  The fees payable to
Pilgrim Investments for serving as Adviser will not change.

     Following  the  assumption  of  portfolio   management  duties  by  Pilgrim
Investments,  portfolio turnover may be higher than usual in connection with the
potential restructuring of the holdings of these Funds to reflect the management
style of  Pilgrim  Investments.  Such  potential  restructuring  may  result  in
transactional  costs for the Funds and may result in  accelerated  capital  gain
distributions as a result of the turnover.

     Effective  April 1,  Mary  Lisanti,  Executive  Vice  President  and  Chief
Investment  Officer  --  Equities  of  Pilgrim  Investments,  will be  primarily
responsible  for the day-to-day  management of the Funds.  The biography for Ms.
Lisanti is set forth on pages 52 through 53 of the Prospectus.

     Ms.  Lisanti also manages  Pilgrim  MidCap  Opportunities  Fund and Pilgrim
SmallCap Opportunities Fund, which have investment objectives,  strategies,  and
policies  substantially similar to those of the Funds. The chart below shows the
historical performance of Pilgrim MidCap Opportunities Fund and Pilgrim SmallCap
Opportunities  Fund during the time periods that Ms.  Lisanti has been primarily
responsible for those funds.  This information shows the historical track record
of the  portfolio  manager,  and is not intended to imply how MidCap Growth Fund
and SmallCap Growth Fund have performed or will perform.

     THIS  CHART  DOES NOT SHOW YOU THE  PERFORMANCE  OF MIDCAP  GROWTH  FUND OR
SMALLCAP  GROWTH FUND -- IT SHOWS THE  PERFORMANCE  OF SIMILAR  FUNDS MANAGED BY
PILGRIM INVESTMENTS.

                                           YEAR ENDED        SINCE INCEPTION OF
             FUND                       DECEMBER 31, 1999        MANAGEMENT
             ----                       -----------------        ----------
PILGRIM MIDCAP OPPORTUNITIES FUND                           (8/20/98 - 12/31/99)

    -- Excluding Sales Charges                103.24%              102.78%
    -- Including Sales Charges                 91.57%               94.20%

S&P MidCap 400 Index                            4.70%               41.61%

PILGRIM SMALLCAP OPPORTUNITIES FUND                          (7/1/98 - 12/31/99)

     -- Excluding Sales Charges               146.94%               80.04%
     -- Including Sales Charges               132.73%               73.08%

Russell 2000 Index                             21.26%                8.28%

The performance  information shown above is for Class A shares of Pilgrim MidCap
Opportunities  Fund and Pilgrim  SmallCap  Opportunities  Fund. The  performance
information  is net of  operating  expenses  and  assumes  the  reinvestment  of
dividends and  distributions.  Also shown above is performance of the S&P MidCap
400 Index and the Russell  2000 Index.  The S&P MidCap 400 Index is an unmanaged
index that measures the performance of the mid-size  company segment of the U.S.
market.  The  Russell  2000  Index  is an  unmanaged  index  that  measures  the
performance of securities of small companies.  Performance  information is shown
for the year ended  December  31,  1999 and for the period Ms.  Lisanti  assumed
primary  responsibility for managing each fund -- July 1998 for Pilgrim SmallCap
Opportunities Fund and August 1998 for Pilgrim MidCap Opportunities Fund.

3.   CHANGE IN  DESCRIPTION  OF INVESTMENT  STRATEGY FOR PILGRIM  GROWTH + VALUE
     FUND

     Effective January 31, 2000, the following disclosure will replace the three
paragraphs under "Pilgrim Growth + Value Fund -- Investment Strategy" on page 18
of the Prospectus:

     The Fund invests primarily in a diversified portfolio of equity securities,
     including common and preferred stock, warrants and convertible securities.

     The Fund  invests  in  common  stock of  companies  the  portfolio  manager
     believes are poised to rise in price.  The  Sub-Adviser  uses a "bottom-up"
     quantitative   screening   process   designed   to   identify   and  select
     inefficiently  priced stocks that  achieved  superior  returns  compared to
     their  risk  characteristics.  The  Sub-Adviser  first  uses a  proprietary
     computer  model  to  calculate  and  analyze  a  "reward/risk"  ratio.  The
     reward/risk  ratio is designed to identify stocks with above average market
     returns and risk levels which are reasonable  for higher return rates.  The
     Sub-Adviser  then applies a  quantitative  analysis which focuses on growth
     and value fundamental  characteristics,  such as earnings growth,  earnings
     momentum,  price to earnings (P/E) ratios, and internal reinvestment rates.
     The  Sub-Adviser  then allocates  stocks  according to how they  complement
     other portfolio holdings.

     Under normal market conditions,  the Fund invests at least 65% of its total
     assets in  securities  purchased on the basis of the  potential for capital
     appreciation. These securities may be from large-cap, mid-cap, or small-cap
     companies.

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4.   PROPOSED AGREEMENTS AND PLANS OF REORGANIZATION

     On January 27, 2000, the Board of  Directors/Trustees  of the Pilgrim Funds
approved the following proposed  reorganizations:  (i) Pilgrim MidCap Value Fund
into Pilgrim  MagnaCap Fund and (ii) Pilgrim  Strategic Income Fund into Pilgrim
High Yield Fund. The proposed  reorganization  of Pilgrim MidCap Value Fund into
Pilgrim  MagnaCap Fund is subject to the approval of the shareholders of Pilgrim
MidCap Value Fund. The proposed  reorganization of Pilgrim Strategic Income Fund
into Pilgrim High Yield Fund is subject to the approval of the  shareholders  of
Pilgrim  Strategic  Income Fund.  If  shareholder  approval is  obtained,  it is
expected that the reorganizations will take place in Summer 2000.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

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